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滴滴将发起退市投票,股票持有者该怎么办?一文读懂美股自愿退市机制

DiDi will launch a delisting vote, what should stock holders do? Read the voluntary delisting mechanism for US stocks in one article

富途資訊綜合 ·  04/18/2022 17:59

April sixteenth$DiDi Global Inc. (DIDI.US) $It will be announced that an extraordinary general meeting will be held at 19:00 on May 23, 2022 to vote on the voluntary delisting of the Company's American depositary shares on the New York Stock Exchange until the delisting is completed. The Company will not apply for its shares to be listed on any other stock exchange.

DiDi Global Inc. announced that at the special general meeting, the shareholders of DiDi Global Inc. 's Class An and B common shares will vote in the form of one vote per share. DiDi Global Inc. will continue to try the possibility of listing on another internationally recognized exchange.

In response, the CSRC responded that this is an independent decision made by enterprises according to the market and their own conditions. The CSRC has always insisted that the overseas listing activities of enterprises should abide by the laws, regulations and regulatory rules of the places where they are listed and where they operate, and require listed companies to effectively protect the legitimate rights and interests of investors, especially medium and small investors. The specific case of DiDi Global Inc. 's independent delisting has nothing to do with other US-listed Chinese stocks, has nothing to do with the ongoing consultation on Sino-US audit regulatory cooperation, and does not affect the cooperation process between the two sides.

What information is worth paying attention to behind the announcement?

First of all, according to the analysis of market participants, according to the announcement released on DiDi Global Inc. 's official website, since DiDi Global Inc. will not apply for listing in other exchanges before delisting, he will give up the idea of listing shares on other exchanges first, and do a good job in the seamless handover of US stock investors, that is, shareholders who currently hold equity will always hold shares, and if they want to trade after delisting, they will buy and sell on their own in the OTC pink market. According to the notice, shareholders who hold ADS or common shares of the company may trade in the OTC pink market after delisting, and DiDi Global Inc. will not intervene (involvement).

As the transaction becomes more difficult, retail investors will be less willing to vote for delisting, and there is no mention of privatization at an ideal price. If the delisting vote is passed, there will still be pressure on share prices.The announcement pointed out that next Thursday (April 28) is the last day for the company to determine which shareholders will have the right to vote in the delisting decision on May 23.

In addition, some analysts pointed out that DiDi Global Inc. 's announcement mentioned that this is a voluntary delisting (voluntary delisting), not privatization (private transaction), nor open market repurchase (open-market purchases). There is a big difference in this. There is no reserve price for voluntary delisting. As long as there is a shareholder resolution, you can be delisted.

As for the shareholders' willingness to vote?According to the Hong Kong Economic Daily, DiDi Global Inc. ADS currently issues 4.354 billion Class A shares, of which one common share is equivalent to four ADS shares, that is, 1.0885 billion ordinary shares and 117 million Class B shares, originally 10 votes per share, but at the time of delisting, both Class An and Class B shares were one vote, or 1.206 billion votes.

In terms of construction investors, GALILEO (PTC) LTD holds 75.884 million shares of ADS, that is, 18.97 million common shares or 1.57% SELECTED ADVISERS holds 47.488 million ADS, and about 1% of RIDGE CAPITAL LP holds 45.815 million shares of ADS and about 1% of shares, which is a new position.

Although institutional investors may have their own attitudes, investors such as Softbank Corp. and Uber already hold 45.05% before listing, and the media is expected to get more than half of the support for delisting, which will not be too difficult.

Knock on the blackboard!Before understanding the delisting of US stocks, it is necessary to make it clear that delisting does not amount to corporate bankruptcy, nor does it mean that the stock is completely out of circulation.

So what does voluntary delisting mean for investors who hold DiDi Global Inc.?

What is voluntary delisting?

According to Zhonglun Law firm, according to the provisions of the US Securities Law, the board of directors of US listed companies may decide to approve voluntary delisting, then notify the exchange in writing and submit form 25 to SEC within 10 days to complete delisting. Shares of companies that voluntarily delist in accordance with the above procedures may continue to be traded over the counter.

As mentioned above, companies listed in the United States can achieve the purpose of delisting on the exchange through a relatively simple method of voluntary delisting, and since voluntary delisting itself does not constitute an acquisition transaction, the economic cost of this delisting method is more controllable. there is no need to pay a high acquisition consideration.

However, as a substantially different way of delisting from the privatization transactionVoluntary delisting has at least the following uncertainties and risks:

1. Although voluntary delisting does not need to be subject to the approval of SEC or the exchange, SEC has the right to postpone the effective date of delisting in order to measure whether delisting complies with the provisions of US securities law, and has the right to decide to impose additional conditions on delisting for the purpose of protecting investors.

2. After the completion of voluntary delisting, the listed company will retain a large number of minority shareholders with different interests (including depositary shares or depositary receipt holders) because it does not involve the acquisition of shares held by non-public shareholders. Although non-affiliated minority shareholders do not have the right to directly require listed companies or controlling shareholders to buy back / acquire their shares, they will continue to enjoy voting and dividend rights (if any) in respect of the corresponding shares.

3. If the minority shareholder believes that the director who approved the voluntary delisting has violated his fiduciary obligation (Fiduciary Duties), he may bring a lawsuit against that director-especially if the listed company decides to voluntarily delist by the board of directors, the controlling shareholder or other related party of the listed company proposes to acquire the shares held by the minority shareholder at a lower price within a short period of time; and

4. After voluntary delisting, although the shares held by shareholders of listed companies can continue to be traded over the counter, the liquidity and stock price will be significantly lower than those traded on exchanges such as the New York Stock Exchange.

Voluntary delisting shall comply with the applicable laws of the place where the listed company is registered and the securities law of the United States. However, in the case of voluntary delisting, listed companies do not need to be subject to many restrictions of the rule 13e-3 like privatization transactions, and generally do not need to be examined and approved by the general meeting of shareholders (unless otherwise provided for in the articles of association), and minority shareholders usually have no right to dissent.

Compared with privatization and delisting, voluntary delisting is much simpler in the process and takes less time. For listed companies that only want to delist and do not emphasize the clean-up of unrelated minority shareholders, voluntary delisting is undoubtedly attractive.

The situation of the capital market is rapidly changing, entry and exit are the market normal, and the delisting system is one of the basic systems for the healthy development of the capital market.For the follow-up progress of DiDi Global Inc. delisting, investors still need to follow the company announcement.

Edit / Corrine

The translation is provided by third-party software.


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